Member Info for Kando

"If you’re happy taking the quick win and running, fine, but don’t act like that’s the only smart move on the table. Some of us aim much higher and have logic and principles."

You have neither logic nor principles, and your "aim much higher" reads as "burn it to the ground" to people with actual logic.

If what you want happens, all current shareholders will be significantly worse off.

You've convinced yourself of an alternative set of facts that aren't so:

The deloitte report DID find fraud, the company DID breach debt covenants, the company DOES need to renegotiate its debt pile, the company HAS downgraded cash flow forecast from positive to deeply negative, the company HAS stated recapitalization is required (not desired, but REQUIRED) and SIdara ARE offering recapitalization as part of their offer.

There's no point arguing with you anymore though. You're a zealot. You're the Jim Jones of Jonestown of this message board.

"this requires substantial new capital"

I think you've answered your own question Daz. You read that and think that the $450m cash injection isn't what's required? That's quite transparently what was required.

"Why do you say liquidity issue. So far all the releases including Deloitte reveiw done no cash flow issue"

In 2024 they forecast positive FCF for 2025. Then in February then downgraded that to negative 150-200m for 2025.

Then they stated in plain English that their capital structure wasn't where it needed to be and they were exploring all options to recapitalize the business up to and including a sale of the business. They're not going to scream "we have liquidity problems", but that's what that means.

There's been a lot of burying of heads in the sand in this forum over this. But as it currently stands, the Sidara offer is still, as far as any of us know, the best option available to the company and shareholders. We can all hope for a higher bid to realize greater value for us, but sacking the board and telling Sidara to walk ain't it. Down that route lies shareholder equity wipeouts.

Then you've drunk too much of IceCool's Kool-aid as well Daz. Stick to reality, not fantasy.

We'd all love what he says to be true, but it isn't.

He thinks no accounting fraud was found by Deloitte, no debt covenants breached, no cash flow forecasts downgraded to negative. He doesn't believe the company when it says its distressed and needs to fix its capital structure. He thinks the board and its financial advisors stating that the proposed offer represents the best value for shareholders AGAINST ALL OTHER AVAILABLE OPTIONS is mere theatre, to quote "save the board's skin", even though 3 of the board just walked away anyway, the chairman has said he is standing down regardless, and the few who are left are the only ones trying to engineer an outcome that isn't even more disastrous than it currently is - and IceCool wants them gone as well.

None of the current board but for Franklin were present for Amec Foster Wheeler acquisition at the root of the crisis. Sacking the clean up crew and imagining there's a better one out there, a dream team, who will White Knight the situation and save the day without shareholder value being destroyed further is fairy tale child's fantasy stuff. What leadership team of higher calibre than Wood already has is going to touch this poisoned chalice of a company? It's all just anger and fantasy from IceCool and his crew.

If there was a button to downvote comments I would have to press it for every single thing posted by IceCool.

At this point it's fair to say he is simply deluded... or short - since if everything he's after comes to pass, shareholders would face only further value destruction. If the board are sacked mid-takeover and mid-debt renegotiations, if the Sidara bid falls through. If the company have to resolve a near term liquidity crisis and debt renegotiation having breached contractual covenants, which it has said it is and has, with no Board and direction from the top, it's bad news bears for everyone. It isn't complicated. It's building a board from scratch, while also panick organizing either mass asset sales, a rights issue or a debt for equity swap. None of which, as they and their advisors have said, are better than 35p per share and $450m cash injection. Everything else is shareholders being diluted heavily or the company sold of piecemeal instead of whole.

As should be obvious, it's very clear institutions are on side, hence why the board are so confident of securing a deal before the end of the month.

I think it would be a steal as well.

Only about 5% of takeovers involve multiple bidders or a bidding war, so mathematically we shouldn't be excessively hopeful, but there's a lot of ingredients here that would lend itself to one. There have been two parties who very recently bid for it, at a much higher price, both making multiple rounds of bids. The current bid is low for the cash generation potential on offer. Once the exceptionals roll off (which isn't so much a jam tomorrow promise but a projectable surety) there's such healthy ebitda that should see significant cash flow materialize. So for whoever buys it there's potentially a very rapid recoupment of purchase cost possible. If in 3 years the company is generating 200m FCF, a higher bid of 1bn total (per share and liquidity offering combined) would see the purchase price recouped in 5 years, so even bids up to 1.5bn could have a compelling ROI for someone.

Yeah but KMPG can't and won't just take Deloitte's workings.

They already suffered second hand reputational damage from the Deloitte Review, having signed off on misstated accounts for multiple years. They will most certainly want to be beyond thorough this time, and make sure they're not exposed to suffering any more humiliation.

They will be going through it all with a much finer fine-tooth comb and much higher sample sizes before putting a signature on this one.

Ice, you're again showing you don't really have any understanding of audits or working with auditors.

You can't click your fingers and audit 3 years of accounts.

The accounts were probably finished being restated by the company a few weeks ago, when AberdeenAndy posted that internally they'd been told "accounts would be out late next week" or something to that effect. A deadline which came and went without them actually coming "out". I imagine what was really meant by that is that the company would have finished restating the accounts by then, and everything had passed into the hands of the auditors to audit those restatements.

The lenders will already know the restated but unaudited accounts, the company will have shared them as part of the ongoing negotiations, they just won't be published to the market until the auditor signs them off, per market rules.

Point is, audits take months, and are usually done on a rolling year round basis with larger companies like Wood. To imagine that the board are simply sitting on them and telling the auditor to hold fire on releasing them, when it's only been a month or so since the Deloitte Review identified the extent of all the misstated projects, is just fantasy. You can't bully the auditors into finishing many months or a year's worth of work in 1 month. You can't throw money at them to get the outcome you want.

Will you ever take off the tinfoil hat?

Very funny Norman, at least you're not taking all this too seriously.

Perhaps you could do some other open letters to moneyed philanthropists to bail out your investment.

"Firstly, thank you for all the Polio vaccines Mr Gates..."

Given Sky are reporting how confident the board is of securing a deal by the end of the month, you'd assume they know they have the numbers to secure institutional backing.

Hi Robert. Blackrock own 35,087,269 shares. Their holding is currently worth £6.3m. If the share sells for 35p, their holdings would be worth £12.2m. If it went to 100p they'd have £35m. It's all still pretty small fry for them.

With $12 trillion of AUM, I'm not sure they'll be kicking up all that much fuss either way regarding their position in Wood. Even the biggest institutional holders here have relatively little at stake anymore unless the share were to recover to 10-20 fold.

Judging from his posting timeline, Dogger took a short position below 20p.

He and carrot have problems.

"Let’s stick to the facts 👇

• No fraud.

• No cashflow collapse.

• No guidance downgrade.

• If anything, the company is getting stronger month by month, just landed a $400m EPCm win with ADNOC."

But Ice, your "facts" still aren't lining up with the reality....

The Deloitte Review did find fraud and misrepresentation of the accounts, for multiple years. Hence the writedowns, restatements and covenant waivers.

They forecasted positive cash flow this year, 2025. Now it's a negative 150-200m forecast for 2025.

Cashflow guidance was downgraded. They also guided to requiring a recapitalization, "exploring ALL options".

Everything you say isn't really true. And yeah sure, maybe it's all a big conspiracy to quote "save their skin at all costs" whatever that even means, since the Board will be gone once Wood delists and are taken over by Sidara. But is it not more likely that the company is simply in the bind it says it's in, and the lenders aren't willing to give them any more rope, and a sale to Sidara represents the only way of saving any remaining stakeholder value?

"Sidara must hate all these new contracts. Pressure is on them to give a reasonable offer .

35p seems too cheap to me . A month ago I’d have grasped it.

More optimistic than ever gla"

I appreciate the sentiment, I do, and not to be a debbie downer, but today's article from Sky seems to be pretty clear that Wood are as eager to get this deal over the line. Which would seem to imply that in spite of the contract wins they're still not in any position to turn Sidara down.

"Sky News has learnt that Wood and Sidara, its UAE-based suitor, are to request an extension to a 'put up or shut up' deadline on Thursday for the latter to make a firm offer.

The joint request to the Takeover Panel, which is expected to be granted, is likely to involve a shorter extension than the maximum 28 days allowed under City rules, ***reflecting the companies' confidence that a deal will be agreed.***

Wood and Sidara are aiming to get a binding transaction agreed by 30 June, when a waiver of Wood's lending covenants is due to expire, according to industry insiders."

"No client wants to get into a 3 year project contract when he is unsure if the contractor has the financial heft to complete it. Just imagine where ADNOC will be if Wood goes insolvent in the middle of the project. What a message it would be?"

raghusn, it is you who keeps talking about insolvency being a possible outcome, not me. I've said that the board have options to recapitalize the business whether a sale to Sidara happens or not, that they will take, long before the company becomes incapable of fulfilling its contracts. They'd need to seriously neglect their basic responsibilities to see Wood cease trading completely.

I fear that you are arguing with yourself here.

The company signing contracts today does not preclude the lenders exerting pressure to sell in this situation. The two are two entirely seperate things. A company can fulfill contracts while having to explore ways to fix its capital structure. And fixing a capital structure does not have to negatively affect operations. They raise the cash, which they have several ways of doing [RI, D4E, asset sales], operations carry on as normal. That's what customers expect.

You seem to think that because Wood are signing new contracts today, that this whole situation isn't happening, that lenders haven't seen their covenants broken and the board haven't put the company up for sale, said they aren't minded to recommend the acceptance of an offer they've received, and the company, its lenders and sidara haven't agreed a $450m capital injection to recapitalize the business.

It's a great contract win, that adds huge value to Wood. No-one is arguing that, but it doesn't necessarily null and void the Sidara takeover representing best value like you seem to think it does. The company says it represents best value, that's the latest stated position, so it still probably stands.

"kando, we all know here what wood is up against, we are all waiting to see what comes of this absolute mess and people turn to have a little positivity on a rns that paints that, my point is, you repeat yourself over and over on the gloom that we all know of. give it a rest after a positive rns that some here might just take a little comfort in positivity in this waiting game."

gonzo, you seem to be misunderstanding. i was replying to the perma-conspi******s who claim this sale is all "to save the board's skin".

i'm fairly optimistic of a good outcome for recent shareholders. i simply tire of this "sack everyone at the agm" and "everything is amazing under the hood so let's reject the 35p" crowd.

i'm just pointing out, for the umpteenth time, that rejecting the takeover just might be the worst possible thing they can wish to happen. if the things they don't know about, are worse than they know about, and the sale being recommended to us is actually the best value for us. that the agreement of wood and sidara and their lenders isn't a conspiracy, but a fiscal reality.

but i'll try not to be so controversial and upset everyone next time.

"My point is if the lenders are breathing down the neck like you suggest, ADNOC won't have anything to do with them."

And I'm saying that's a totally untrue assessment. What makes you think that? The business can still operate. It's the capital structure that needs strengthening. No one is suggesting the BoD are simply suicidal and would allow the company to go insolvent without some form of recapitalization.

But other companies have no reason to avoid trading with Wood. It's shareholders who would stand to lose if they chose not to sell, but instead to do a Rights Issue or D4E to fix the capital structure. Either way the company has many options to raise capital, none of which would prevent Wood's operations from continuing normally, and customers recognize this. There's plenty of companies in much worse states and further along down the line than Wood who keep taking orders and making sales.

"They are not suggesting it is bleak. They are saying someone is ready to pay 85p per share for the business and that could be the best under the circumstances. Certainly it is not bleak or on the verge of insolvency."

Exactly raghusn. We just disagree on the definition of bleakness, apparently, given last year they were saying 230p undervalued the business. Now they're accepting 85p, with only 35p to shareholders as the best solution to the capital structure problem.

Your version of bleak must be horrendous, if that level of value destruction didn't constitute bleak.

"If things are as bleak as you suggest ADNOC won't be trusting wood to do the Habshan project. For the uninitiated, Habshan is one of the crown jewels of ADNOC and the company will make absolutely certain that is is entrusted to safe hands."

It's as bleak AS THEY ARE SUGGESTING, not me. That's the narrative that's been painted these last 4 months.

But to your point, the company wasn't facing collapse. It wasn't ever going to have affected trading. Worst case, the company could have raised the required capital with a Rights Issue, or dealt with the debt with a d4e swap. The business wasn't failing, its capital structure had failed. They're two different things. Just like Order Book is not the same as Cash Flow. You can have an order book of 10 trillion dollars and still run out of cash. The order book gives the company resale value, but it would still be insolvent in the real world if it runs out of cash.

BUT(!) if the business does have value, one would expect other interested parties to enter a bid and realize some of that value.

Unfortunately we here don't currently know the current cash position, debt situation or even the last 3(!) years worth of accounts. So we can only guess that things might be worth more, or that the situation might be less dire.

I'm not surprised that other bidders haven't shown their hands to date, prematurely, but I would be a little surprised if Sidara ultimately take it for 35p without anyone else even so much as asking to see the books.